Exhibit 4.1
EXECUTION COPY
THIRD AMENDMENT TO TRANSFER
AGREEMENT
This THIRD AMENDMENT TO TRANSFER
AGREEMENT, dated as of November 21, 2004 (this “
Amendment ”), is entered into among: (i) RFS Holding,
L.L.C., a Delaware limited liability company (“ Seller
”); and (ii) GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a
Delaware statutory trust (“ Buyer ”).
BACKGROUND
1.
Seller and Buyer are parties to the Transfer Agreement, dated as of
September 25, 2003, and as amended by the Omnibus Amendment No. 1
to Securitization Documents, dated as of February 9, 2004 and the
Second Amendment to Transfer Agreement, dated as of June 17, 2004
(the “ Transfer Agreement ”).
2.
Buyer and Seller desire to amend the Transfer Agreement as set
forth herein.
AMENDMENTS
The parties hereto agree as
follows:
SECTION 1. DEFINITIONS
. As used herein, (a) capitalized terms which are defined in
the preamble hereto shall have the meanings as so defined,
and (b) capitalized terms not so defined shall have the meanings
set forth in the Transfer Agreement as amended hereby.
SECTION 2. AMENDMENT TO
TRANSFER AGREEMENT . The Transfer Agreement shall be
amended by adding the following Subsection 2.7(e) immediately
following Subsection 2.7(d):
“(e)
Notwithstanding anything to the contrary in Section 2.7, and
without satisfying the conditions set forth in Section 2.7(a), the
Transferor may designate as Removed Accounts any Accounts relating
to the Montgomery Wards or GECAF programs upon satisfaction of the
following conditions:
(i)
receipt by the Transferor of the written consent to such removal by
Noteholders evidencing not less than a majority of the Outstanding
Principal Balance of the Notes;
(ii)
on or prior to the Removal Date, Transferor shall have delivered to
Buyer an Account Schedule listing the Removed Accounts;
(iii)
Transferor shall have delivered to Buyer an Officer’s
Certificate dated as of the Removal Date to the effect that the
Transferor reasonably believes
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